UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 30, 2010 (November 12,
2010)
Lightstone
Value Plus Real Estate Investment Trust II, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Maryland
|
|
333-151532
|
|
83-0511223
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
1985
Cedar Bridge Avenue, Suite 1
Lakewood,
New Jersey 08701
Registrant’s
telephone number, including area code: (732) 367-0129
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events.
Distribution
Declaration
On
November 12, 2010, the Board of Directors of Lightstone Value Plus Real Estate
Investment Trust II, Inc. (the “Company”) declared a distribution for the
three-month period ending December 31, 2010. The distribution will be calculated
based on shareholders of record each day during this three-month period at a
rate of $0.00178082191 per day, and will equal a daily amount that, if paid each
day for a 365-day period, would equal a 6.5% annualized rate based on a share
price of $10.00. The distribution will be paid in cash in January 2011 to
shareholders of record during the three-month period ended December 31,
2010. The shareholders have an option to elect the receipt of shares
under our Distributions Reinvestment Program.
The
amount of distributions to be distributed to our stockholders in the future will
be determined by our Board of Directors and is dependent on a number of factors,
including funds available for payment of dividends, our financial condition,
capital expenditure requirements and annual distribution requirements needed to
maintain our status as a Real Estate Investment Trust under the Internal Revenue
Code.
Sponsor’s Contribution of
Additional Brownmill Interest
As
previously reported on the Company’s Current Report on Form 8-K filed on July 2,
2010 (the “July 2010 Form 8-K”), Lightstone SLP II LLC, a wholly-owned
subsidiary of The Lightstone Group, LLC (our “Sponsor”), through an agreement
with the Company and Lightstone Value Plus REIT LP, the Company’s operating
partnership (the “Operating Partnership”), committed to purchase subordinated
profits interests of the Operating Partnership on a semiannual basis, beginning
with the quarter ended June 30, 2010, at a price of $100,000 for each $1,000,000
in subscriptions that the Company accepted as part of its stock offering until
the Company achieves the maximum offering. Our Sponsor may elect to purchase
subordinated profits interests with cash or may contribute interests in real
property of equivalent value.
The July
2010 Form 8-K included disclosures related to the Company’s exchange of certain
subordinated profit interest units for an equity interest (the “Brownmill
Interest”) in Brownmill LLC of 26.25% on June 30, 2010 which fulfilled the
Sponsor’s commitment for the quarter ended June 30, 2010. Because the
July 2010 Form 8-K was filed without the requisite financial information
regarding Brownmill LLC, the Company subsequently filed on September 13,
2010 an Amendment to the Current Report on Form 8-K (the “September
2010 Amended Form 8-K”) to include such information.
On
December 29, 2010, the Company, through its Operating Partnership entered into
another contribution agreement between its Operating Partnership and Lightstone
Holdings LLC (“LGH”), a wholly-owned subsidiary of our Sponsor, pursuant to
which LGH contributed to our Operating Partnership an additional Brownmill
Interest of 8.163% in order to fulfill our Sponsor’s commitment for the quarter
ended December 31, 2010. In exchange, the Operating Partnership issued 8 units
of subordinated profits interests, at $100,000 per unit (at total value of
approximately $0.8 million), to Lightstone SLP II LLC. As a
result, the Company now has an aggregate 34.413% Brownmill
Interest.
2
Item
9.01 Financial Statements and
Exhibits
|
(a)
|
Financial
Statements.
|
Not
applicable.
|
(b)
|
Pro Forma Financial
Information.
|
Not
applicable.
|
(c)
|
Shell
Company.
|
Not
applicable.
|
(d)
|
Exhibits.
|
Not
applicable.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
LIGHTSTONE
VALUE PLUS REAL
ESTATE
INVESTMENT TRUST II, INC.
|
|||
|
Date:
December 30, 2010
|
By:
|
/s/ Donna Brandin
|
|
|
Donna
Brandin
|
|||
|
Chief
Financial Officer and Treasurer
(Principal
Financial and Accounting
Officer)
|
|||
4